Item 1. Financial Statements

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Item 1. Financial Statements

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share amounts)

Three Months EndedSix Months Ended
April 29, 2023April 30, 2022April 29, 2023April 30, 2022
Revenue$3,262,930$2,972,064$6,512,560$5,656,357
Cost of sales1,118,3841,027,5442,243,6732,309,840
Gross margin2,144,5461,944,5204,268,8873,346,517
Operating expenses:
Research and development415,754420,901829,849847,681
Selling, marketing, general and administrative324,251305,308650,535602,673
Amortization of intangibles253,021253,476506,163506,843
Special charges, net23,13646,67423,136106,402
Total operating expenses1,016,1621,026,3592,009,6832,063,599
Operating income:1,128,384918,1612,259,2041,282,918
Nonoperating expense (income):
Interest expense63,25249,548123,705101,512
Interest income(12,575)(563)(23,404)(781)
Other, net(10,216)(10,069)(2,493)(20,613)
Total nonoperating expense (income)40,46138,91697,80880,118
Income before income taxes1,087,923879,2452,161,3961,202,800
Provision for income taxes110,26795,972222,266139,450
Net income$977,656$783,273$1,939,130$1,063,350
Shares used to compute earnings per common share – basic504,715522,370505,918523,831
Shares used to compute earnings per common share – diluted508,725526,264509,955528,203
Basic earnings per common share$1.94$1.50$3.83$2.03
Diluted earnings per common share$1.92$1.49$3.80$2.01

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

Three Months EndedSix Months Ended
April 29, 2023April 30, 2022April 29, 2023April 30, 2022
Net income$977,656$783,273$1,939,130$1,063,350
Foreign currency translation adjustments(864)(17,868)1,635(22,472)
Change in fair value of derivative instruments designated as cash flow hedges, net(2,109)(3,757)23,358(2,710)
Changes in pension plans, net actuarial gain/loss and foreign currency translation adjustments, net3442,6287964,132
Other comprehensive (loss) income(2,629)(18,997)25,789(21,050)
Comprehensive income$975,027$764,276$1,964,919$1,042,300

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

April 29, 2023October 29, 2022
ASSETS
Current Assets
Cash and cash equivalents$1,177,609$1,470,572
Accounts receivable1,616,2561,800,462
Inventories1,648,1361,399,914
Prepaid expenses and other current assets302,919267,044
Total current assets4,744,9204,937,992
Non-current Assets
Net property, plant and equipment2,742,0162,401,304
Goodwill26,913,13426,913,134
Intangible assets, net12,261,69313,265,406
Deferred tax assets2,248,8582,264,888
Other assets634,118519,626
Total non-current assets44,799,81945,364,358
TOTAL ASSETS$49,544,739$50,302,350
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$569,002$582,160
Income taxes payable308,968265,845
Commercial paper notes253,635—
Accrued liabilities1,514,8051,594,650
Total current liabilities2,646,4102,442,655
Non-current Liabilities
Long-term debt6,475,6466,548,625
Deferred income taxes3,325,3503,622,538
Income taxes payable523,653707,846
Other non-current liabilities560,456515,363
Total non-current liabilities10,885,10511,394,372
Shareholders’ Equity
Preferred stock, $1.00 par value, 471,934 shares authorized, none outstanding——
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 501,418,304 shares outstanding (509,295,941 on October 29, 2022)83,57184,880
Capital in excess of par value26,262,22627,857,270
Retained earnings9,839,7908,721,325
Accumulated other comprehensive loss(172,363)(198,152)
Total shareholders’ equity36,013,22436,465,323
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$49,544,739$50,302,350

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands)

Three Months Ended April 29, 2023
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, JANUARY 28, 2023505,852$84,306$27,319,566$9,297,347$(169,734)
Net income977,656
Dividends declared and paid - $0.86 per share(435,213)
Issuance of stock under stock plans and other1,76429425,480
Stock-based compensation expense69,102
Other comprehensive loss(2,629)
Common stock repurchased(6,198)(1,029)(1,151,922)
BALANCE, APRIL 29, 2023501,418$83,571$26,262,226$9,839,790$(172,363)
Six Months Ended April 29, 2023
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, OCTOBER 29, 2022509,296$84,880$27,857,270$8,721,325$(198,152)
Net income1,939,130
Dividends declared and paid - $1.62 per share(820,665)
Issuance of stock under stock plans and other2,38139766,615
Stock-based compensation expense144,143
Other comprehensive income25,789
Common stock repurchased(10,259)(1,706)(1,805,802)
BALANCE, APRIL 29, 2023501,418$83,571$26,262,226$9,839,790$(172,363)

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands)

Three Months Ended April 30, 2022
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, JANUARY 29, 2022523,315$87,221$30,093,961$7,434,748$(188,618)
Net income783,273
Dividends declared and paid - $0.76 per share(397,544)
Issuance of stock under stock plans and other1,40423411,348
Stock-based compensation expense70,996
Other comprehensive loss(18,997)
Common stock repurchased(4,913)(819)(776,021)
BALANCE, APRIL 30, 2022519,806$86,636$29,400,284$7,820,477$(207,615)
Six Months Ended April 30, 2022
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, OCTOBER 30, 2021525,331$87,554$30,574,237$7,517,316$(186,565)
Net income1,063,350
Dividends declared and paid - $1.45 per share(760,189)
Issuance of stock under stock plans and other1,98333219,722
Stock-based compensation expense157,935
Other comprehensive loss(21,050)
Common stock repurchased(7,508)(1,250)(1,351,610)
BALANCE, APRIL 30, 2022519,806$86,636$29,400,284$7,820,477$(207,615)

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Six Months Ended
April 29, 2023April 30, 2022
Cash flows from operating activities:
Net income$1,939,130$1,063,350
Adjustments to reconcile net income to net cash provided by operations:
Depreciation165,581137,016
Amortization of intangibles1,003,7131,008,900
Cost of goods sold for inventory acquired—271,396
Stock-based compensation expense144,143157,935
Deferred income taxes(280,110)(122,992)
Non-cash operating lease costs(6,902)(27,697)
Other9,670(10,225)
Changes in operating assets and liabilities(487,339)(399,463)
Total adjustments548,7561,014,870
Net cash provided by operating activities2,487,8862,078,220
Cash flows from investing activities:
Additions to property, plant and equipment(460,496)(229,912)
Other(81)13,010
Net cash used for investing activities(460,577)(216,902)
Cash flows from financing activities:
Early termination of debt(65,688)(519,116)
Dividend payments to shareholders(820,665)(760,189)
Repurchase of common stock(1,807,508)(852,860)
Proceeds from employee stock plans67,01220,054
Proceeds from commercial paper notes253,635—
Other52,94226,657
Net cash used for financing activities(2,320,272)(2,085,454)
Effect of exchange rate changes on cash—(16,095)
Net decrease in cash and cash equivalents(292,963)(240,231)
Cash and cash equivalents at beginning of period1,470,5721,977,964
Cash and cash equivalents at end of period$1,177,609$1,737,733

See accompanying notes.

ANALOG DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 29, 2023 (UNAUDITED)

(all tabular amounts in thousands except per share amounts and percentages)

Note 1 – Basis of Presentation

In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended October 29, 2022 (fiscal 2022) and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending October 28, 2023 (fiscal 2023) or any future period.

The Company has a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. Certain amounts reported in previous periods have been reclassified to conform to the fiscal 2023 presentation.

Note 2 – Shareholders' Equity

As of April 29, 2023, the Company had repurchased a total of approximately 199.3 million shares of its common stock for approximately $13.4 billion under the Company's share repurchase program. As of April 29, 2023, an additional $3.2 billion remains available for repurchase of shares under the current authorized program. The Company also repurchases shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options as well as for the Company's employee stock purchase plan. Future repurchases of common stock will be dependent upon the Company's financial position, results of operations, outlook, liquidity and other factors deemed relevant by the Company.

Note 3 – Accumulated Other Comprehensive (Loss) Income

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first six months of fiscal 2023.

Foreign currency translation adjustmentUnrealized holding gains (losses) on derivativesPension plansTotal
October 29, 2022$(72,136)$(119,613)$(6,403)$(198,152)
Other comprehensive income before reclassifications1,63520,3245022,009
Amounts reclassified out of other comprehensive income—6,9117467,657
Tax effects—(3,877)—(3,877)
Other comprehensive income1,63523,35879625,789
April 29, 2023$(70,501)$(96,255)$(5,607)$(172,363)

The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders' Equity with presentation location during each period were as follows:

Three Months EndedSix Months Ended
Comprehensive (Loss) Income ComponentApril 29, 2023April 30, 2022April 29, 2023April 30, 2022Location
Unrealized holding (gains) losses on derivatives:
Currency forwards$1,342$2,113$283$3,864Cost of sales
5701,3731232,583Research and development
3442,485(953)4,357Selling, marketing, general and administrative
Interest rate derivatives3,7313,7317,4587,462Interest expense
5,9879,7026,91118,266Total before tax
(701)(1,485)(1,503)(2,786)Tax
$5,286$8,217$5,408$15,480Net of tax
Amortization of pension components included in the computation of net periodic pension cost:
Actuarial losses$376$458$746$947Net of tax
Total amounts reclassified out of AOCI, net of tax$5,662$8,675$6,154$16,427

Note 4 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three Months EndedSix Months Ended
April 29, 2023April 30, 2022April 29, 2023April 30, 2022
Net Income$977,656$783,273$1,939,130$1,063,350
Basic shares:
Weighted-average shares outstanding504,715522,370505,918523,831
Earnings per common share basic:$1.94$1.50$3.83$2.03
Diluted shares:
Weighted-average shares outstanding504,715522,370505,918523,831
Assumed exercise of common stock equivalents4,0103,8944,0374,372
Weighted-average common and common equivalent shares508,725526,264509,955528,203
Earnings per common share diluted:$1.92$1.49$3.80$2.01
Anti-dilutive shares related to:
Outstanding stock-based awards387738354461

Note 5 – Special Charges, Net

Liabilities related to special charges, net are included in Accrued liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets. The activity is detailed below:

Accrued Special ChargesGlobal Repositioning Actions
Balance at October 29, 2022$52,070
Severance and benefit payments(16,298)
Balance at January 28, 2023$35,772
Severance and benefit payments(22,820)
Employee severance and benefit costs23,136
Balance at April 29, 2023$36,088
Accrued liabilities$12,952
Other non-current liabilities$23,136

Note 6 – Commitments and Contingencies

On March 17, 2022, Walter E. Ryan and Ryan Asset Management, LLC, purported stockholders of Maxim Integrated Products, Inc. (Maxim), filed a putative class action in the Court of Chancery of the State of Delaware (C.A. No. 2022—0255) against the Company and the former directors of Maxim. The complaint alleges breach of fiduciary duties by the individual defendants in connection with Maxim’s agreement, as part of the merger negotiations with the Company, to suspend Maxim dividends for up to four quarters prior to the closing of the Company's acquisition of Maxim. The complaint further alleges that the Company aided and abetted that alleged breach of fiduciary duties. The plaintiffs seek damages in an amount to be determined at trial, plaintiffs’ costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and other expenses. On May 2, 2023, the Court of Chancery entered an order dismissing the action in its entirety and with prejudice. On May 9, 2023, plaintiffs filed a Motion for Reargument. The Company believes that it and the other defendants have meritorious arguments in response to the motion and defenses to the underlying allegations; however, the Company is currently unable to determine the ultimate outcome of this matter or determine an estimate, or a range of estimates, of potential losses, if any.

Note 7 – Revenue

Revenue Trends by End Market

The following table summarizes revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated. As data systems for capturing and tracking this data and the Company's methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of revenue within, each end market.

Three Months Ended
April 29, 2023April 30, 2022
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$1,744,56753%16%$1,502,73151%
Automotive784,77524%24%633,25521%
Communications453,53014%(4)%474,72216%
Consumer280,0589%(22)%361,35612%
Total revenue$3,262,930100%10%$2,972,064100%
Six Months Ended
April 29, 2023April 30, 2022
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$3,438,00653%21%$2,849,57750%
Automotive1,498,17823%27%1,183,98521%
Communications941,73514%6%887,66316%
Consumer634,64110%(14)%735,13213%
Total revenue$6,512,560100%15%$5,656,357100%
* The sum of the individual percentages may not equal the total due to rounding.

Revenue by Sales Channel

The following table summarizes revenue by channel. The Company sells its products globally through a direct sales force, third party distributors, independent sales representatives and via its website. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.

Three Months Ended
April 29, 2023April 30, 2022
ChannelRevenue% of Revenue*Revenue% of Revenue*
Distributors$1,996,41061%$1,849,98862%
Direct customers1,224,78638%1,091,71037%
Other41,7341%30,3661%
Total revenue$3,262,930100%$2,972,064100%
Six Months Ended
April 29, 2023April 30, 2022
ChannelRevenue% of Revenue*Revenue% of Revenue*
Distributors$4,007,73362%$3,503,04262%
Direct customers2,420,32037%2,094,89137%
Other84,5071%58,4241%
Total revenue$6,512,560100%$5,656,357100%
* The sum of the individual percentages may not equal the total due to rounding.

Note 8 – Fair Value

The tables below, set forth by level, presents the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of April 29, 2023 and October 29, 2022. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of April 29, 2023 and October 29, 2022, the Company held $661.3 million and $1,016.0 million, respectively, of cash that was

excluded from the tables below.

April 29, 2023
Fair Value measurement at Reporting Date using:
Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds$516,265$—$516,265
Other assets:
Deferred compensation plan investments68,645—68,645
Forward foreign currency exchange contracts—8,5418,541
Total assets measured at fair value$584,910$8,541$593,451
Liabilities
Interest rate derivatives (1)$—$1,866$1,866
Total liabilities measured at fair value$—$1,866$1,866

(1)The carrying value of the related debt was adjusted by an equal and offsetting amount. The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives. See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements.

October 29, 2022
Fair Value measurement at Reporting Date using:
Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds$454,545$—$454,545
Other assets:
Deferred compensation plan investments63,211—63,211
Total assets measured at fair value$517,756$—$517,756
Liabilities
Forward foreign currency exchange contracts$—$16,984$16,984
Total liabilities measured at fair value$—$16,984$16,984

In addition to the methods and assumptions used by the Company in estimating its fair value disclosure for financial instruments disclosed in Note 2j, Summary of Significant Accounting Policies, in the Company's Annual Report on Form 10-K for fiscal 2022, which was filed with the Securities and Exchange Commission on November 22, 2022, the following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:

Interest rate derivative — The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis

Commercial paper — The fair value of commercial paper is obtained from indicative market prices and are classified as Level 2 measurements according to the fair value hierarchy. As of April 29, 2023, the fair value of the commercial paper notes was $254.2 million.

Debt — The table below presents the estimated fair value of certain financial instruments not recorded at fair value on a

recurring basis. The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.

April 29, 2023October 29, 2022
Principal Amount OutstandingFair ValuePrincipal Amount OutstandingFair Value
2024 Notes, due October 2024$500,000$492,992$500,000$491,982
2025 Notes, due April 2025400,000389,004400,000383,378
2026 Notes, due December 2026900,000877,748900,000851,479
Maxim 2027 Notes, due June 2027——59,78854,771
2027 Notes, due June 2027440,212427,235440,212410,091
2028 Notes, due October 2028750,000661,084750,000621,093
2031 Notes, due October 20311,000,000848,7811,000,000786,772
2032 Notes, due October 2032300,000293,269300,000278,359
2036 Notes, due December 2036144,278136,193144,278126,274
2041 Notes, due October 2041750,000573,996750,000513,709
2045 Notes, due December 2045332,587345,948332,587313,931
2051 Notes, due October 20511,000,000723,0631,000,000640,766
Total debt$6,517,077$5,769,313$6,576,865$5,472,605

Note 9 – Derivatives

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos, Thai Baht, South Korean Won and Japanese Yen as of April 29, 2023 and October 29, 2022 were $307.0 million and $307.1 million, respectively. The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets as of April 29, 2023 and October 29, 2022 were as follows:

Fair Value At
Balance Sheet LocationApril 29, 2023October 29, 2022
Forward foreign currency exchange contractsPrepaid expenses and other current assets$6,022$—
Forward foreign currency exchange contractsAccrued liabilities$—$18,050

As of April 29, 2023 and October 29, 2022, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $413.6 million and $246.4 million, respectively.

The following table presents the gross amounts of the Company's forward foreign currency exchange contract derivative assets and liabilities and the net amounts recorded in the Company's Condensed Consolidated Balance Sheets:

April 29, 2023October 29, 2022
Gross amounts of recognized liabilities$(3,802)$(19,846)
Gross amount of recognized assets12,3432,862
Net assets (liabilities) presented in the Condensed Consolidated Balance Sheets$8,541$(16,984)

Interest Rate Exposure Management — The Company's current and future debt may be subject to interest rate risk. The Company utilizes interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of changes in interest rates. During fiscal 2023, the Company entered into interest rate swap transactions related to its outstanding $1,000.0 million aggregate principal amount of 2.1% senior unsecured notes (the 2031 Notes) where the Company swapped the notional amount of its $1,000.0 million of fixed rate debt at 2.1% into floating interest rate debt through April 1, 2031. The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps on the balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount. The interest rate swaps were designated and qualified as fair value hedges. The Company does not consider the risk of counterparty default to be significant. The gain or loss on the hedged item attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:

April 29, 2023
Balance Sheet locationLoss on SwapsGain on Note
Accrued liabilities$1,866$—
Long term debt$—$1,866

For information on the unrealized holding gains (losses) on derivatives included in and reclassified out of AOCI into the Condensed Consolidated Statements of Income related to forward foreign currency exchange contracts, see Note 3, Accumulated Other Comprehensive (Loss) Income, in these Notes to Condensed Consolidated Financial Statements for further information.

Note 10 – Inventories

Inventories at April 29, 2023 and October 29, 2022 were as follows:

April 29, 2023October 29, 2022
Raw materials$122,518$110,908
Work in process1,084,541904,648
Finished goods441,077384,358
Total inventories$1,648,136$1,399,914

Note 11 – Debt

Revolving Credit Facility. On June 23, 2021, the Company entered into a Third Amended and Restated Credit Agreement (Revolving Credit Agreement) with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders. The Revolving Credit Agreement provides for a five year unsecured revolving credit facility in an aggregate principal amount not to exceed $2.5 billion (subject to certain terms and conditions).

In the first quarter of fiscal 2023, the Company amended the Revolving Credit Agreement, replacing the LIBOR interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight financing rate (SOFR) plus a 10 basis point credit spread adjustment. After the amendment, revolving loans under the Revolving Credit Agreement can be Term SOFR Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement, as amended) at the Company's option. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable adjusted term SOFR plus a margin based on the Company's Debt Ratings (as defined in the Revolving Credit Agreement, as amended) from time to time of between 0.690% and 1.175%. As of April 29, 2023, the Company had no outstanding borrowings under this revolving credit facility but may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.

Outstanding Debt. On April 26, 2023 (Redemption Date), the Company redeemed for cash $59.8 million representing all of the outstanding 3.450% senior notes due June 15, 2027 issued by Maxim (Maxim Notes) in accordance with the terms of the indenture governing the Maxim Notes. The Maxim Notes were redeemed for cash at a redemption price equal to $1,012.55 for each $1,000 principal of the Maxim Notes and included accrued interest.

Commercial Paper Program. On April 14, 2023, the Company established a commercial paper program under which the Company may issue short-term, unsecured commercial paper notes (CP Notes) in an amount up to a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities up to 397 days from the date of issuance. The CP Notes will be sold under customary market terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance. The Company intends to use the net proceeds of the CP Notes for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital. As of April 29, 2023, the Company had $253.6 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. The carrying value of the outstanding CP Notes approximated fair value at April 29, 2023.

Note 12 – Income Taxes

The Company’s effective tax rates for the three- and six-month periods ended April 29, 2023 and April 30, 2022 were below the U.S. statutory tax rate of 21.0%, due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income. The Company's effective tax rate also includes the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act of 2017. The mandatory capitalization requirement decreases the Company's effective tax rate primarily by increasing the foreign-derived intangible income deduction.

It is reasonably possible that the balance of gross unrealized tax benefits, including accrued interest and penalties, could decrease by as much as $132.0 million within the next twelve months due to the completion of tax audits, including any administrative appeals.

The Company has numerous audits ongoing throughout the world including: an IRS income tax audit for the fiscal years ended November 3, 2018 and November 2, 2019; a pre-acquisition IRS income tax audit for Maxim's fiscal years ended June 27, 2015 through August 26, 2021; various U.S. state and local audits and various international audits. The Company's U.S. federal income tax returns prior to the fiscal year ended November 3, 2018 are no longer subject to examination, except for the applicable Maxim pre-acquisition fiscal years noted above.

Note 13 – New Accounting Pronouncements

Standards to Be Implemented

Acquired Contract Assets and Contract Liabilities

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASU 2021-08 is effective for the Company in the first quarter of the fiscal year ended November 2, 2024. Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued. However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted. The Company is currently evaluating the adoption date of ASU 2021-08 and the impact, if any, adoption will have on its financial position and results of operations.

Note 14 – Subsequent Events

On May 23, 2023, the Board of Directors of the Company declared a cash dividend of $0.86 per outstanding share of common stock. The dividend will be paid on June 14, 2023 to all shareholders of record at the close of business on June 5, 2023 and is expected to total approximately $431.2 million.

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